Software services agreement (T&M, basic)

Software services agreement (T&M, basic) contents

1. Definitions: definitions.
2. Term: commencement of term; end of term.
3. Services: standard of services.
4. Development Services: obligation to provide development services; timetable for development services and development deliverables; delays in development services consequent upon second party delays; development deliverables coding standards; keep second party informed of development services progress; availability of development deliverables to second party.
5. Assignment of rights: assignment of IPR in development deliverables with full title guarantee option; assignment for full term of rights; assignment includes right to claim for past infringements.
6. Third Party Materials: third party materials in development deliverables; third party materials in development deliverables; licensing of third party materials (development deliverables); log of third party materials in development deliverables.
7. Support Services: support services provision.
8. Customer
   obligations: general second party obligations; access to computer systems.
9. Customer
   Materials: supply of
   Customer
   materials; licence of
   Customer
   materials; warranties relating to 
   Customer
   materials.
10. Charges: obligation to pay charges; time-base charges limitations (T&M only); amounts exclusive of VAT; variation of charges.
11. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
12. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
13. Payments: issue of invoices; time for payment of charges following invoice; payment methods.
14. Provider
    's confidentiality obligations:
    Provider
    confidentiality undertaking (no permitted purpose limitation); disclosure of confidential information by
    Provider
    to certain persons (no permitted purpose); exceptions to
    Provider
    confidentiality obligations; disclosures of
    Customer
    confidential information mandated by law etc;
    Provider
    confidentiality obligations after termination.
15. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
16. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
17. Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment; termination on change of control.
18. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
19. Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
20. Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
21. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
22. General: no waiver; severability; variation written and signed; no third party rights; assignment by first party; assignment by second party; entire agreement; governing law; exclusive jurisdiction.

SCHEDULE 1 (CONTRACT PARTICULARS)

1. Minimum Term: minimum term prompt.
2. Services: specification of services prompt.
3. Customer
   Materials: prompt for identification of
   Customer
   materials.
4. Financial provisions: financial provisions prompt.
5. Contractual notices: prompt for
   Provider
   contractual notice address details; prompt for
   Customer
   contractual notice address details.